GE FUNDS
AMENDED AND RESTATED
SHAREHOLDER SERVICING AND DISTRIBUTION AGREEMENT
GE Investment Distributors, Inc.
000 Xxxx Xxxxx Xxxx, Xxxxxxxx X
Xxxxxxxx, Xxxxxxxxxxx 00000
Dear Sirs:
GE Funds (the "Trust") confirms its agreement with GE
Investment Distributors, Inc.("GEID"), a corporation organized under the laws of
the State of Delaware, implementing the terms of the Amended and Restated
Shareholder Servicing and Distribution Plan (the "Plan"), adopted by the Trust
with respect to GE U.S. Equity Fund, GE Premier Growth Equity Fund, GE Value
Equity Fund, GE Mid-Cap Growth Fund, GE Mid-Cap Value Fund, GE Small-Cap Value
Equity Fund, GE Tax-Exempt Fund, GE Fixed Income Fund, GE High Yield Fund, GE
Government Securities Fund, GE Global Equity Fund, GE International Equity Fund,
GE Europe Equity Fund, GE Emerging Markets Fund and GE Strategic Investment Fund
and any other investment fund offered by the Trust in the future that adopts the
Plan (individually a "Covered Fund" and collectively the "Covered Funds"), each
a series of the Trust, pursuant to Rule 12b-1 (the "Rule") under the Investment
Company Act of 1940, as amended (the "1940 Act"). Under a multiple distribution
system adopted by the Trust, each of the Covered Funds has four classes (each a
"Class" and together the "Classes") of shares of beneficial interest ("Shares"),
designated as Class A, Class B, Class C and Class Y Shares. This Agreement is
intended to describe the shareholder servicing and distribution services to be
provided by GEID, and/or the distributor of the Covered Funds' Shares (the
"Distributor"). Those services will be provided as set out below, as follows:
SECTION 1. AMOUNT OF PAYMENTS.
(a) Class A Shares. The Trust will pay GEID, with respect to
each Covered Fund, for shareholder services and distribution related services
provided with respect to the Class A Shares of the Covered Fund, an annual fee
of .25% of the value of the average daily net assets of the Covered Fund
attributable to the Class A Shares (a "Service and Distribution Fee").
(b) Class B Shares. (i) The Trust will pay GEID, with respect
to each Fund, for shareholder services provided with respect to the Class B
Shares of the Covered Fund, an annual fee of .25% of the value of the average
daily net assets of the Covered Fund attributable to the Class B Shares (a
"Service Fee").
(ii) The Trust will pay GEID, in addition to the Class B
Service Fee, a fee in connection with distribution related services provided
with respect to the Class B Shares of a Covered Fund (a "Distribution Fee") at
the annual rate of .75% of the value of the average daily net assets of the
Covered Fund attributable to the Class B Shares.
(c) Class C Shares. (i) The Trust will pay GEID, with respect
to each Fund, for shareholder services provided with respect to the Class C
Shares of the Covered Fund, an annual fee of .25% of the value of the average
daily net assets of the Covered Fund attributable to the Class C Shares (a
"Service Fee").
(ii) The Trust will pay GEID, in addition to the Class C
Service Fee, a fee in connection with distribution related services provided
with respect to the Class C Shares of a Covered Fund (a "Distribution Fee") at
the annual rate of .60% of the value of the average daily net assets of the
Covered Fund attributable to the Class C Shares.
(d) The fees to be paid with respect to the Covered Funds
under this Agreement will be calculated daily and paid monthly by the Trust with
respect to the foregoing Classes of the Covered Funds' Shares at the annual
rates indicated above.
SECTION 2. SERVICES PROVIDED UNDER THE AGREEMENT.
The fees payable with respect to each Class of a Covered Fund
for shareholder services are intended to compensate GEID, or enable GEID to
compensate other persons ("Service Providers") for providing ongoing servicing
and/or maintenance of the accounts of shareholders of the Covered Fund (which is
interpreted to include shareholders of another registered investment company
which invests primarily in the Covered Fund) ("Shareholder Services") and the
fees for distribution related services are intended to compensate GEID, or
enable GEID to compensate Service Providers including any Distributor of Shares
of the Covered Fund, for providing services that are primarily intended to
result in, or that are primarily attributable to, the sale of shares of the
Covered Fund ("Selling Services"). "Shareholder Services" as used in this
Agreement mean all forms of shareholder liaison
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services, including, among other things, one or more of the following: providing
shareholders of a Covered Fund (and shareholders of a registered investment
company investing in a Covered Fund) with (i) information on their investments;
(ii) general information regarding investing in mutual funds; (iii) periodic
newsletters containing materials relating to the Covered Fund or to investments
in general in mutual funds; (iv) periodic financial seminars designed to assist
in the education of shareholders with respect to mutual funds generally and the
Covered Fund specifically; (v) access to a telephone inquiry center relating to
the Covered Fund; and (vi) any other similar services not otherwise required to
be provided by the Trust's custodian or transfer agent. "Selling Services"
include, but are not limited to: the printing and distribution to prospective
investors in the Covered Fund of prospectuses and statements of additional
information that are used in connection with sales of Class A Shares, Class B
Shares and Class C Shares of the Covered Fund; the preparation, including
printing, and distribution of sales literature and media advertisements relating
to the Class A Shares, Class B Shares or Class C Shares of the Covered Fund; and
distributing shares of the Class A Shares, Class B Shares or Class C Shares of
Covered Fund. In providing compensation for Selling Services in accordance with
the Plan, GEID is expressly authorized (i) to make, or cause to be made,
payments reflecting an allocation of overhead and other office expenses related
to the distribution of the Class A Shares, Class B Shares or Class C Shares of a
Covered Fund; (ii) to make, or cause to be made, payments, or to provide for the
reimbursement of expenses of, persons who provide support services in connection
with the distribution of the Class A Shares, Class B Shares or Class C Shares of
the Covered Fund; and (iii) to make, or cause to be made, payments to
broker-dealers who have sold Class A Shares, Class B Shares or Class C Shares of
the Covered Fund. Fees payable by Class A Shares may be used to pay for either
shareholder services or distribution related services.
SECTION 3. APPROVAL BY TRUSTEES.
This Agreement will not take effect with respect to any Class
of a Covered Fund until approved by a majority vote of (a) the full Board of
Trustees of the Trust and (b) those Trustees who are not interested persons of
the Trust and who have no direct or indirect financial interest in the operation
of the Plan or in this Agreement (the "Independent Trustees"), cast in person at
a meeting called for the purpose of voting on this Agreement.
SECTION 4. CONTINUANCE OF AGREEMENT.
This Agreement will continue in effect with respect to a
Covered Fund from year to year so long as its continuance is specifically
approved annually by vote of the Trust's Board of Trustees in the manner
described in Section 3 above.
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SECTION 5. TERMINATION.
(a) This Agreement may be terminated with respect to any Class
of a Covered Fund at any time, without the payment of any penalty, by vote of a
majority of the Independent Trustees or by vote of a majority of the outstanding
voting securities of the Class on not more than 60 days' written notice to GEID.
This Agreement may remain in effect with respect to a particular Class of the
Covered Fund even if the Agreement has been terminated in accordance with this
Section 5 with respect to any other Class of the Covered Fund.
(b) This Agreement will terminate automatically in the event
of its assignment.
SECTION 6. SELECTION OF CERTAIN TRUSTEES.
While this Agreement is in effect with respect to any Class of
a Covered Fund, the selection and nomination of the Trust's Trustees who are not
interested persons of the Trust will be committed to the discretion of the
Trustees then in office who are not interested persons of the Trust.
SECTION 7. WRITTEN REPORTS.
GEID agrees that, in each year during which this Agreement
remains in effect with respect to a Covered Fund, GEID will prepare and furnish
to the Trust's Board of Trustees, and the Board will review, at least quarterly,
written reports, complying with the requirements of the Rule, that set out the
amounts expended under this Agreement and the purposes for which those
expenditures were made.
SECTION 8. PRESERVATION OF MATERIALS.
The Trust will preserve copies of this Agreement and any
report made pursuant to Section 7 above, for a period of not less than six years
(the first two years in an easily accessible place) from the date of this
Agreement.
SECTION 9. MEANING OF CERTAIN TERMS.
As used in this Agreement, the terms "interested person" and
"majority of the outstanding voting securities" will be deemed to have the same
meaning that those terms have under the 1940 Act and the rules and regulations
under the 1940 Act, subject to any exemption that may be granted to the Trust
under the 1940 Act by the Securities and Exchange Commission.
SECTION 10. FILING OF DECLARATION OF TRUST.
The Trust represents that a copy of its Declaration of Trust,
dated as of August 10, 1992, as amended from time to time
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(the "Declaration of Trust"), is on file with the Secretary of The Commonwealth
of Massachusetts and with the Boston City Clerk.
SECTION 11. LIMITATION OF LIABILITY.
The obligations of the Trust under this Agreement will not be
binding upon any of the Trustees, shareholders, nominees, officers, employees or
agents, whether past, present or future, of the Trust, individually, but are
binding only upon the assets and property of the Trust, as provided in the
Declaration of Trust. The execution and delivery of this Agreement have been
authorized by the Trustees of the Trust, and signed by an authorized officer of
the Trust, acting as such, and neither the authorization by the Trustees nor the
execution and delivery by the officer will be deemed to have been made by any of
them individually or to impose any liability on any of them personally, but will
bind only the trust property of the Trust as provided in the Declaration of
Trust. No Covered Fund will be liable for any claims against any other Covered
Fund.
SECTION 12. EFFECTIVE DATE.
This Agreement has been executed by the Trust with respect to
the Covered Funds as of the close of business on September 17, 1999 and will
become effective with respect to a particular Class of a Covered Fund as of the
date on which interests in that Class are first offered to or held by the
public.
* * * * *
If the terms and conditions described above are in accordance
with your understanding, kindly indicate your acceptance of this Agreement by
signing and returning to us the enclosed copy of this Agreement.
Very truly yours,
GE FUNDS
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: President
Accepted:
GE INVESTMENT DISTRIBUTORS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Secretary
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